SCHEDULE: Stilwell Activist Fund Appoints Nominee to Central Plains Bancshares Board

Stilwell Activist Fund has successfully placed a nominee on the board of Central Plains Bancshares, Inc. and will proceed with a shareholder proposal for a minimum 10% annual share repurchase.

Summary

• Stilwell Activist Fund, along with its affiliates, has amended its Schedule 13D filing to reflect the appointment of Francis "Frank" E. Younes to the board of directors of Central Plains Bancshares, Inc. (the "Issuer").
• Mr. Younes will also be nominated for election at the Issuer's 2026 annual meeting.
• In light of this board appointment, Stilwell Activist Fund has withdrawn its nominations for Mr. Younes and alternate nominee Mark E. Novotny.
• The Group will proceed with its non-binding Share Repurchase Proposal, seeking stockholder approval for the board to repurchase at least 10% of the Issuer's outstanding Common Stock annually when the stock trades below book value.
• The Group's stated purpose for acquiring shares is to profit from appreciation by asserting shareholder rights, believing the Issuer's assets are not adequately reflected in its current market price.
• The Group collectively beneficially owns 406,874 shares of Common Stock, representing approximately 9.7% of the outstanding shares as of June 18, 2026.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development for shareholders, as the appointment of a director and the pursuit of a share repurchase program are actions typically aimed at increasing shareholder value. However, the underlying sentiment is tempered by the Group's belief that the company's assets are not adequately reflected in its market price, suggesting potential underlying issues.

Positives

• Successful placement of a director nominee (Francis "Frank" E. Younes) onto the Central Plains Bancshares, Inc. board.
• The Group will proceed with its Share Repurchase Proposal, aiming for a minimum 10% annual share repurchase when the stock trades below book value, which could enhance shareholder value.
• The Group's activist history demonstrates a pattern of engaging with companies to drive value appreciation.

Negatives

• The Group's stated belief that the Issuer's assets are not adequately reflected in its current market price suggests a potential undervaluation or underperformance.
• The need for a Share Repurchase Proposal indicates a potential lack of proactive capital allocation by the Issuer's management.

Risks

• The Group may seek to make additional purchases or sales of Common Stock, which could impact market price and liquidity.
• The Group's history of activism may lead to further engagement or potential conflicts with the Issuer's management and board.
• The success of the Share Repurchase Proposal is contingent on stockholder approval and the board's subsequent actions.

Future Outlook

The Group intends to proceed with its Share Repurchase Proposal, seeking stockholder approval for a minimum 10% annual share repurchase when the stock trades below book value. The Group may also make additional purchases or sales of the Issuer's Common Stock.

Management Comments

• "Our purpose has been to profit from the appreciation in the market price of the shares we held by asserting shareholder rights."
• "We do not believe the value of the Issuer's assets is adequately reflected in the current market price of the Issuer's Common Stock."
• "We intend to proceed with filing proxy materials and soliciting votes in support of the Share Repurchase Proposal."

Industry Context

StockSavvy.ai notes that this filing represents a typical activist investor engagement where a fund seeks board representation and proposes specific capital allocation strategies, such as share repurchases, to enhance shareholder value. This aligns with broader trends of shareholder activism in the financial sector, particularly targeting companies perceived as undervalued or having suboptimal capital structures.

Management Changes

Legal Proceedings

• Schedule B indicates that Stilwell Value LLC consented to an SEC administrative cease and desist order on September 25, 2024, for failing to timely file certain beneficial ownership reports on Schedule 13D and Schedule 13G, resulting in a $75,000 civil monetary penalty. No other member of the Group was implicated.

Stakeholder Impact

• Shareholders: Potential for increased share value through share repurchases and improved capital allocation. The Group's activism aims to profit from share price appreciation.
• Management and Board: Increased scrutiny and potential pressure to implement shareholder-friendly policies, including share repurchases. The appointment of a new director may alter board dynamics.
• Employees: Indirect impact through potential changes in company strategy or financial performance driven by activist initiatives.

Next Steps

• Proceed with filing proxy materials and soliciting votes in support of the Share Repurchase Proposal.
• Monitor the Issuer's actions regarding share repurchases.
• Potentially make additional purchases or sales of the Issuer's Common Stock.

Key Dates

Recommendation

Keywords

Schedule 13D, Stilwell Activist Fund, Central Plains Bancshares, Board of Directors, Shareholder Rights, Share Repurchase, Activist Investor, Securities, SEC Filing